The following is a discussion and analysis of our financial condition and the results of operations as of and for the periods presented below. The following discussion and analysis should be read in conjunction with the "Consolidated Financial Statements" and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This section and other parts of this Quarterly Report on Form 10-Q contain forward-looking statements that involve risks and uncertainties. In some cases, forward-looking statements can be identified by words such as "anticipates," "believes," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "projects," "should," "will," "would" or similar expressions. Such forward-looking statements are based on current expectations, estimates and projections about our industry, our management's beliefs and assumptions made by our management. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in


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Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended April 30, 2020, as updated by our subsequent filings under the Securities and Exchange Act of 1934, as amended ("the Exchange Act").

Unless required by law, we expressly disclaim any obligation to update publicly any forward-looking statements, whether as result of new information, future events or otherwise.

Critical Accounting Policies and Estimates

The following should be read in conjunction with the critical accounting estimates presented in our Annual Report on Form 10-K for the fiscal year ended April 30, 2020.

Management's Discussion and Analysis of Financial Condition and Results of Operations discusses our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. When we prepare these consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Some of our accounting policies require that we make subjective judgments, including estimates that involve matters that are inherently uncertain. Our most critical estimates include those related to revenue recognition, inventory reserves for excess and obsolescence, intangible assets acquired in a business combination, goodwill, and income taxes. We base our estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for our judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions.

We recognize revenue in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Topic 606 requires revenue to be recognized when promised goods or services are transferred to customers in amounts that reflect the consideration to which we expect to be entitled in exchange for those goods or services.

Revenue for small unmanned aircraft systems ("UAS") product contracts with both the U.S. government and foreign governments are recognized at the point in time when the transfer of control passes to the customer, which is generally when title and risk of loss transfer. Revenue for Tactical Missile Systems ("TMS") contracts is recognized over time as costs are incurred. Revenue for Customer-Funded Research and Development ("R&D") contracts is recognized over time as costs are incurred.

We review cost performance and estimates-to-complete at least quarterly and in many cases more frequently. Adjustments to original estimates for a contract's revenue, estimated costs at completion and estimated profit or loss are often required as work progresses under a contract, as experience is gained and as more information is obtained, even though the scope of work required under the contract may not change, or if contract modifications occur. The impact of revisions in estimate of completion for all types of contracts are recognized on a cumulative catch-up basis in the period in which the revisions are made. During the three months ended August 1, 2020 and July 27, 2019, changes in accounting estimates on contracts recognized over time are presented below.





For the three months ended August 1, 2020 and July 27, 2019, favorable and
unfavorable cumulative catch-up adjustments included in revenue were as follows
(in thousands):




                                    Three Months Ended
                                 August 1,       July 27,
                                    2020           2019

Gross favorable adjustments      $      801     $      283
Gross unfavorable adjustments         (431)          (274)
Net favorable adjustments        $      370     $        9

For the three months ended August 1, 2020, favorable cumulative catch-up adjustments of $0.8 million were primarily due to final cost adjustments on nine contracts, which individually were not material. For the same period, unfavorable



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cumulative catch-up adjustments of $0.4 million were primarily related to higher than expected costs on eight contracts, which individually were not material.

For the three months ended July 27, 2019, favorable cumulative catch-up adjustments of $0.3 million were primarily due to final cost adjustments on 19 contracts, which individually were not material. For the same period, unfavorable cumulative catch-up adjustments of $0.3 million were primarily related to higher than expected costs on nine contracts, which individually were not material.





Fiscal Periods



Due to our fixed year end date of April 30, our first and fourth quarters each consist of approximately 13 weeks. The second and third quarters each consist of exactly 13 weeks. Our first three quarters end on a Saturday. Our 2021 fiscal year ends on April 30, 2021 and our fiscal quarters end on August 1, 2020, October 31, 2020 and January 30, 2021, respectively.





Results of Operations


The following tables set forth our results of operations for the period indicated (in thousands):

Three Months Ended August 1, 2020 Compared to Three Months Ended July 27, 2019




                                                           Three Months Ended
                                                         August 1,     July 27,
                                                            2020         2019

Revenue                                                  $   87,450    $  86,911
Cost of sales:                                               52,039       45,639
Gross margin                                                 35,411       41,272

Selling, general and administrative                          12,011       13,668

Research and development                                     11,103        8,709
Income from operations                                       12,297       18,895
Other income:
Interest income, net                                            208        1,329
Other income, net                                                33          355

Income from continuing operations before income taxes 12,538 20,579 Provision for income taxes

                                    1,207        2,133
Equity method investment loss, net of tax                   (1,288)      (1,347)
Net income from continuing operations                     $  10,043    $  17,099

Revenue. Revenue for the three months ended August 1, 2020 was $87.5 million, as compared to $86.9 million for the three months ended July 27, 2019, representing an increase of approximately $0.5 million, or 1%. The increase in revenue was primarily due to an increase in service revenue of $8.0 million, partially offset by a decrease in product revenue of $7.5 million. The increase in service revenue was primarily due to an increase in customer-funded R&D revenue primarily associated with the design and development agreement with HAPSMobile. The decrease in product revenue was primarily due to a decrease in product deliveries of small UAS, partially offset by an increase in TMS revenue.

Cost of Sales. Cost of sales for the three months ended August 1, 2020 was $52.0 million, as compared to $45.6 million for the three months ended July 27, 2019, representing an increase of $6.4 million, or 14%. The increase in cost of sales was a result of an increase in service cost of sales of $4.7 million and an increase in product costs of sales of $1.7 million. The increase in service costs of sales was primarily due to the increase in service revenue. The increase in product cost of sales was primarily due to an unfavorable product mix, partially offset by the decrease in product sales. As a percentage of revenue, cost of sales increased from 53% to 60%, primarily due to a decrease in the proportion of product sales to total revenue and an unfavorable product mix.





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Gross Margin. Gross margin for the three months ended August 1, 2020 was $35.4 million, as compared to $41.3 million for the three months ended July 27, 2019, representing a decrease of $5.9 million, or 14%. The decrease in gross margin was primarily due to a decrease in product margin of $9.2 million, partially offset by an increase in service margin of $3.3 million. The decrease in product margin was primarily due to the decrease in product sales and an unfavorable product mix. The increase in service margin was primarily due to the increase in service revenue. As a percentage of revenue, gross margin decreased from 47% to 40%, primarily due to a decrease in the proportion of product sales to total revenue and an unfavorable product mix.

Selling, General and Administrative. Selling, general and administrative ("SG&A") expense for the three months ended August 1, 2020 was $12.0 million, or 14% of revenue, compared to SG&A expense of $13.7 million, or 16% of revenue, for the three months ended July 27, 2019.

Research and Development. R&D expense for the three months ended August 1, 2020 was $11.1 million, or 13% of revenue, compared to R&D expense of $8.7 million, or 10% of revenue, for the three months ended July 27, 2019. R&D expense increased by $2.4 million, or 27%, for the three months ended August 1, 2020, primarily due to an increase in development activities regarding enhanced capabilities for our products and development of new product lines.

Interest Income, net. Interest income, net for the three months ended August 1, 2020 was $0.2 million compared to interest income, net of $1.3 million for the three months ended July 27, 2019. The decrease in interest income was primarily due to a decrease in the average interest rates earned on our investment portfolio.

Other Income, net. Other income, net, for the three months ended August 1, 2020 was $33,000 compared to other income, net of $0.4 million for the three months ended July 27, 2019. The decrease in other income, net was primarily due to a decrease in transition services performed on behalf of the buyer of the discontinued EES Business.

Provision for Income Taxes. Our effective income tax rate was 9.6% for the three months ended August 1, 2020, as compared to 10.4% for the three months ended July 27, 2019. The decrease in the effective income tax rate was primarily due to higher discrete excess tax benefits from stock based compensation during the three months ended August 1, 2020 versus three months ended July 27, 2019.

Equity Method Investment Loss, net of tax. Equity method investment loss, net of tax for the three months ended August 1, 2020 was $1.3 million compared to $1.3 million for the three months ended July 27, 2019. The decrease was primarily due to the equity method loss associated with our investment in the HAPSMobile joint venture formed in December 2017.





Backlog


Consistent with ASC 606, we define funded backlog as remaining performance obligations under firm orders for which funding is currently appropriated to us under a customer contract. As of August 1, 2020, our funded backlog was approximately $154.4 million.

In addition to our funded backlog, we also had unfunded backlog of $118.0 million as of August 1, 2020. Unfunded backlog does not meet the definition of a performance obligation under ASC Topic 606. We define unfunded backlog as the total remaining potential order amounts under cost reimbursable and fixed price contracts with (i) multiple one-year options and indefinite delivery, indefinite quantity ("IDIQ") contracts, or (ii) incremental funding. Unfunded backlog does not obligate the customer to purchase goods or services. There can be no assurance that unfunded backlog will result in any orders in any particular period, if at all. Management believes that unfunded backlog does not provide a reliable measure of future estimated revenue under our contracts. Unfunded backlog, with the exception of the remaining potential value of the FCS domain, does not include the remaining potential value associated with a U.S. Army IDIQ-type contract for small UAS because values for each of the other domains within the contract have not been disclosed by the customer, and we cannot be certain that we will secure all task orders issued against the contract.

Because of possible future changes in delivery schedules and/or cancellations of orders, backlog at any particular date is not necessarily representative of actual sales to be expected for any succeeding period, and actual sales for the year may



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not meet or exceed the backlog represented. Our backlog is typically subject to large variations from quarter to quarter as existing contracts expire or are renewed or new contracts are awarded. A majority of our contracts, specifically our IDIQ contracts, do not currently obligate the U.S. government to purchase any goods or services. Additionally, all U.S. government contracts included in backlog, whether or not they are funded, may be terminated at the convenience of the U.S. government.

Liquidity and Capital Resources

We currently have no material cash commitments, except for normal recurring trade payables, accrued expenses and ongoing R&D costs, all of which we anticipate funding through our existing working capital and funds provided by operating activities. The majority of our purchase obligations are pursuant to funded contractual arrangements with our customers. We believe that our existing cash, cash equivalents, cash provided by operating activities and other financing sources will be sufficient to meet our anticipated working capital and capital expenditure requirements during the next twelve months. There can be no assurance, however, that our business will continue to generate cash flow at current levels. If we are unable to generate sufficient cash flow from operations, then we may be required to sell assets, reduce capital expenditures or obtain additional financing. We anticipate that existing sources of liquidity and cash flows from operations will be sufficient to satisfy our cash needs for the foreseeable future.

Our primary liquidity needs are for financing working capital, investing in capital expenditures, supporting product development efforts, introducing new products and enhancing existing products, and marketing acceptance and adoption of our products and services. Our future capital requirements, to a certain extent, are also subject to general conditions in or affecting the defense industry and are subject to general economic, political, financial, competitive, legislative and regulatory factors that are beyond our control. Moreover, to the extent that existing cash, cash equivalents, cash from operations, and cash from short term borrowing are insufficient to fund our future activities, we may need to raise additional funds through public or private equity or debt financing. In addition, we may also need to seek additional equity funding or debt financing if we become a party to any agreement or letter of intent for potential investments in, or acquisitions of, businesses, services or technologies.

Our working capital requirements vary by contract type. On cost-plus-fee programs, we typically bill our incurred costs and fees monthly as work progresses, and therefore working capital investment is minimal. On fixed-price contracts, we typically are paid as we deliver products, and working capital is needed to fund labor and expenses incurred during the lead time from contract award until contract deliveries begin.

To date, COVID-19 has not had a significant impact on our liquidity, cash flows or capital resources. However, the continued spread of COVID-19 has led to disruption and volatility in the global capital markets, which, depending on future developments, could impact our capital resources and liquidity in the future. In consideration of the impact of the COVID-19 pandemic, we continue to hold a significant portion of our investments in cash and cash equivalents and U.S. government and U.S. government agency securities.

Although not material in value alone or in aggregate, during the three months ended August 1, 2020, we made certain commitments outside of the ordinary course of business, including a capital contribution of $1.2 million to a limited partnership fund. Under the terms of the limited partnership agreement, we have committed to make capital contributions totaling $10.0 million to the fund of which $3.9 million was remaining at August 1, 2020.





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Cash Flows


The following table provides our cash flow data for the three months ended August 1, 2020 and July 27, 2019 (in thousands):






                                                Three Months Ended
                                             August 1,      July 27,
                                                2020          2019

                                                   (Unaudited)

Net cash provided by operating activities $ 26,841 $ 3,113 Net cash used in investing activities $ (33,474) $ (33,152) Net cash used in financing activities $ (1,670) $ (575)

Cash Provided by Operating Activities. Net cash provided by operating activities for the three months ended August 1, 2020 increased by $23.7 million to $26.8 million, compared to net cash provided by operating activities of $3.1 million for the three months ended July 27, 2019. The increase in net cash provided by operating activities was primarily due to an increase in cash as a result of changes in operating assets and liabilities of $28.3 million, largely related to collections of receivables, partially offset by a decrease in net income $7.1 million.

Cash Used in Investing Activities. Net cash used in investing activities increased by $0.3 million to $33.5 million for the three months ended August 1, 2020, compared to net cash used by investing activities of $33.2 million for the three months ended July 27, 2019. The increase in net cash used in investing activities was primarily due an increase in purchases net of redemptions of available-for-sale investments of $25.5 million; partially offset by a decrease in cash used in business acquisition of $18.6 million and a decrease in purchases net of redemptions of held-to-maturity investments of $5.4 million.

Cash Used in Financing Activities. Net cash used in financing activities increased by $1.1 million to $1.7 million for the three months ended August 1, 2020, compared to net cash used by financing activities of $0.6 million for the three months ended July 27, 2019. The increase in net cash used by financing activities was primarily due to an increase in tax withholding payments related to net settlement of equity awards of $1.1 million.





Contractual Obligations


During the three months ended August 1, 2020, there were no material changes in our contractual obligations and commercial commitments from those disclosed in our Annual Report on Form 10-K for the fiscal year ended April 30, 2020.

Off-Balance Sheet Arrangements

As of August 1, 2020, we had no off­balance sheet arrangements as defined in Item 303(a)(4) of Regulation S­K.





Inflation


Our operations have not been, and we do not expect them to be, materially affected by inflation. Historically, we have been successful in adjusting prices to our customers to reflect changes in our material and labor costs.





New Accounting Standards


Please refer to Note 1-Organization and Significant Accounting Policies to our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion of new accounting pronouncements and accounting pronouncements adopted during the three months ended August 1, 2020.





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